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联环药业: 联环药业董事会秘书工作制度(2025年8月修订)

General Principles - The purpose of the system is to enhance the governance level of Jiangsu Lianhuan Pharmaceutical Co., Ltd. and to standardize the appointment, performance, and training of the board secretary [1] - The board secretary is a senior management personnel responsible to the company and the board, and must perform duties faithfully and diligently [1] - The board secretary serves as the designated liaison between the company and the Shanghai Stock Exchange, handling information disclosure, corporate governance, and equity management [1] Appointment - The company must appoint a board secretary within three months after the initial public offering or within three months after the previous secretary's departure [2] - Candidates for the board secretary must possess good professional ethics, necessary financial, management, and legal knowledge, relevant work experience, and a qualification certificate recognized by the Shanghai Stock Exchange [2] Disqualification - Individuals with certain disqualifying conditions, such as being banned from the securities market or having received public reprimands from the exchange, cannot serve as board secretaries [2] Dismissal - The company must have sufficient reasons for dismissing a board secretary and cannot dismiss without cause [3] - If a board secretary meets any disqualifying conditions, the company must dismiss them within one month of the occurrence [3] Responsibilities - The board secretary is responsible for managing information disclosure, including external communication, developing disclosure management systems, and ensuring compliance with disclosure obligations [5] - The board secretary assists in strengthening corporate governance mechanisms and managing investor relations [5][6] - The board secretary is also responsible for managing equity matters, including maintaining shareholder records and ensuring compliance with stock trading regulations [5] Training - Candidates for the board secretary position must undergo qualification training and obtain a certificate, with ongoing training required every two years [9] - Training topics include information disclosure, corporate governance, investor relations management, and the rights and obligations of the board secretary [9] Penalties - Serious violations of the management regulations may result in penalties from the Shanghai Stock Exchange, including public reprimands and disqualification from serving as a board secretary [11][12] Legal Responsibilities - The board secretary is subject to legal responsibilities for violations of laws, regulations, and company rules, which may lead to accountability [11]